|
imposed jointly and severally to the Parties. With respect to the potential joint and several
<br />liability for fines and penalties the Parties agree as follows:
<br />6.2.1. To the greatest extent reasonably possible, the Parties agree to cooperate in their
<br />response and defense of any claim of regulatory violation. This may include but is
<br />not limited to a joint defense agreement when appropriate.
<br />6.2.2. The Parties agree to negotiate in good faith to divide equitably the cost of any fine
<br />and/or penalties between them in accordance with their relative and proportionate
<br />responsibility for their actions.
<br />6.2.3. Notwithstanding the above, in the event that an adverse relationship is created
<br />between the Parties as the result a NERC/TRE proposed Notice of Penalty (NOP),
<br />wherein one Party asserts that the other Party is solely responsible for the
<br />imposition of a NOP, in such instance Section 6.2.2 shall not apply and the Parties
<br />shall attempt to resolve such dispute pursuant to Article VIII of this Agreement
<br />before filing suit.
<br />6.3 LCRA SHALL INDEMNIFY, DEFEND, AND SAVE HARMLESS SAN MARCOS,
<br />ITS ELECTED OFFICIALS, AGENCY DIRECTORS, OFFICERS, AND EMPLOYEES
<br />(INCLUDING, BUT NOT LIMITED TO, DIRECTORS, OFFICERS, AND EMPLOYEES
<br />OF ITS AGENCIES, AFFILIATES AND CONTRACTORS) FROM ANY AND ALL
<br />FINES, PENALTIES, DAMAGES, LOSSES, CLAIMS, INCLUDING CLAIMS AND
<br />ACTIONS RELATING TO INJURY TO OR DEATH OF ANY PERSON OR DAMAGE
<br />TO PROPERTY, DEMANDS, SUITS, RECOVERIES, COSTS AND EXPENSES, COURT
<br />COSTS, ATTORNEY FEES, AND ALL OTHER OBLIGATIONS BY OR TO THIRD
<br />PARTIES, ARISING OUT OF OR RESULTING FROM LCRA'S GROSS
<br />NEGLIGENCE OR INTENTIONAL WRONGDOING IN THE OPERATIONS OF SAN
<br />MARCOS'S FACILITIES OPERATED BY LCRA DURING THE PERFORMANCE OF
<br />THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, EXCEPT IN
<br />CASES OF GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING BY SAN
<br />MARCOS, ITS ELECTED OFFICIALS, AGENCY DIRECTORS, OFFICERS, AND
<br />EMPLOYEES.
<br />6.4 SAN MARCOS SHALL INDEMNIFY, DEFEND, AND SAVE HARMLESS LCRA,
<br />ITS DIRECTORS, OFFICERS, AND AGENTS (INCLUDING, BUT NOT LIMITED TO,
<br />DIRECTORS, OFFICERS, AND EMPLOYEES OF ITS AFFILIATES AND
<br />CONTRACTORS) FROM ANY AND ALL FINES, PENALTIES, DAMAGES, LOSSES,
<br />CLAIMS, INCLUDING CLAIMS AND ACTIONS RELATING TO INJURY TO OR
<br />DEATH OF ANY PERSON OR DAMAGE TO PROPERTY, DEMANDS, SUITS,
<br />RECOVERIES, COSTS AND EXPENSES, COURT COSTS, ATTORNEY FEES, AND
<br />ALL OTHER OBLIGATIONS BY OR TO THIRD PARTIES, ARISING OUT OF OR
<br />RESULTING FROM SAN MARCOS'S GROSS NEGLIGENCE OR INTENTIONAL
<br />WRONGDOING RESULTING IN THE VIOLATION OF NERC RELIABILITY
<br />STANDARDS DURING THE PERFORMANCE OF THIS AGREEMENT AND TO THE
<br />Transmission Planning Data Services Agreement, City of San Marcos — LCRA
<br />Page 6 of 10
<br />
|